Indemnification of Buyer Indemnified Parties. (a) Following the Closing, Seller will indemnify, defend, and hold harmless Buyer, the NOARK Group and their officers, members, partners, directors, employees, Subsidiaries and Affiliates (the “Buyer Indemnified Parties”) from any and all damages, loss, Liability, claim or expense (including reasonable attorneys’ fees) (“Damages”) arising, directly or indirectly (i) from or in connection with any failure of any representation or warranty made by Seller in this Agreement or any closing certificate delivered pursuant to this Agreement to be true and correct as of the Closing (as if made anew at and as of the Closing, and (ii) the breach of any covenant or agreement made or to be performed by Seller pursuant to this Agreement, provided, however, that with regard to breaches resulting from or in connection with failure of any representation or warranty made by Seller in this Agreement (x) Seller shall only be liable under this Section 7.3(a) to the extent that the aggregate amount of Damages exceed 0.7% of the Final Purchase Price (the “Deductible Amount”), and then only to the extent of such excess, and (y) in no event shall Seller’s aggregate liability to the Buyer Indemnified Parties under this Section 7.3(a) exceed 20% of the Final Purchase Price (the “Cap Amount”). Notwithstanding the foregoing, (A) the Deductible Amount shall not apply to breaches of the Seller Fundamental Representations or the representations and warranties contained in Section 3.8(a) (No Undisclosed Liabilities, No Adverse Changes) with respect to indebtedness for borrowed money only, or Section 3.14 (Taxes) and (B) the Cap Amount shall not apply to breaches of the Seller Fundamental Representations or the representations and warranties contained in Section 3.8(a) (No Undisclosed Liabilities, No Adverse Changes) with respect to indebtedness for borrowed money only, or Section 3.14 (Taxes); provided, however, that in no event shall Seller’s liability to the Buyer Indemnified Parties for breach of any of the Seller Fundamental Representations exceed the amount of the Final Purchase Price.
Indemnification of Buyer Indemnified Parties. Subject to the applicable provisions of Section 7.1 and Section 7.5, Seller covenants and agrees to indemnify each of Buyer and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Buyer Indemnified Parties”) against, and hold each Buyer Indemnified Party harmless from and in respect of, all liability, demands, claims, Actions or causes of action, assessments, losses, damages (including any consequential, exemplary, punitive or treble damages), costs and expenses (including reasonable fees and actual disbursements by attorneys, consultants, experts or other representatives and litigation costs) (collectively, “Damages”) to any Buyer Indemnified Party that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of Seller set forth in this Agreement or in certificates or other documents delivered in connection with this Agreement, in each case giving effect to any dollar amounts expressly set forth therein, but without giving any effect to any materiality qualifiers with respect thereto, (ii) the ownership, management, operation or use by Seller of the Acquired Assets or the conduct of the Business by Seller prior to the Closing, (iii) any nonfulfillment of any covenant or agreement on the part of Seller under this Agreement, and (iv) the Excluded Assets and the Retained Liabilities (each such liability, demand, claim, Action or cause of action, assessment, loss, damage, cost and expense being a “Buyer Indemnified Loss”).
Indemnification of Buyer Indemnified Parties. Seller shall indemnify, defend and hold harmless Buyer and its Affiliates, officers, directors, shareholders, employees, independent contractors, agents, successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses which any of the Buyer Indemnified Parties may suffer or for which any of the Buyer Indemnified Parties may become liable and which are based on, the result of, arise out of or are otherwise related to any of the following:
Indemnification of Buyer Indemnified Parties. In addition to Buyer’s rights under the Seller Side Letter, from and after the Closing Date Seller shall indemnify, defend and hold harmless Buyer and its respective directors, officers, employees, representatives, successor and assigns (collectively, “Buyer Indemnified Parties”) in respect of, and Buyer Indemnified Parties shall be entitled to payment and reimbursement from Seller of the amount of, all Losses suffered, incurred or paid by any Buyer Indemnified Party, by reason of, in whole or in part, or arising from, in whole or in part, (a) any breach by Seller of any covenant, agreement or obligation in this Agreement (whether to be performed before, on or after the Closing Date) or by any Company of any covenant, agreement or obligation in this Agreement to be performed by the Closing Date, or (b) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by any Company or Seller in this Agreement or the certificates delivered pursuant Section 7.2.1. Notwithstanding anything herein to the contrary, in determining if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warranty in Article 3 or a certificate given pursuant to Section 7.2.1, each representation, warranty or certificate referenced in clause (b) of the immediately preceding sentence shall read as if all Materiality Qualifications and qualifications as to any Company’s Knowledge or Seller’s Knowledge contained in any such representation or warranty in Article 3 or in any certificate delivered pursuant to Section 7.2.1 are ignored.
Indemnification of Buyer Indemnified Parties. From and after the Closing, each Member (severally and not jointly, in accordance with its Pro Rata Portion) shall indemnify and hold harmless Buyer and its respective officers, directors, employees, agents and Affiliates (including, from and after the Closing, the Company), and their respective direct and indirect partners, members, shareholders, directors, officers, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses directly or indirectly arising out of, related to, accrued or incurred in connection with:
Indemnification of Buyer Indemnified Parties. Upon the Closing, Seller shall indemnify and hold harmless Buyer, Parks, and their respective officers, directors, Affiliates, employees, agents and representatives (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and against, and shall reimburse any Seller’s Indemnified Persons for, all claims (including without limitation Third Party Claims), losses, liabilities, damages, diminutions in value, deficiencies, costs, interest, awards, amounts paid in settlement, judgments, penalties, and expenses, including reasonable attorneys’ and consultants’ fees and expenses (hereinafter individually a “Loss” and collectively “Losses”), incurred or sustained by the Buyer Indemnified Parties, or any of them, directly or indirectly, arising out of, related to, or resulting from or based upon (a) any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement, any Related Agreement or in any certificate or other instrument delivered pursuant to this Agreement; (b) any failure by Seller to perform or comply with any covenant contained in this Agreement, any Related Agreement or in any certificate or other instrument delivered pursuant to this Agreement; (c) an Excluded Liability or an Excluded Asset.
Indemnification of Buyer Indemnified Parties. (a) From and after the Closing, subject to the limitations set forth in this ARTICLE VII, the Seller hereby agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses sustained or incurred by any Buyer Indemnified Party, resulting from:
Indemnification of Buyer Indemnified Parties. Effective at and after the Closing, subject to the limitations set forth in this ARTICLE 12, each Equityholder severally, but not jointly, in accordance with the terms of this Agreement, including Section 12.03 below, hereby indemnifies Buyer, the Company Parties, their respective Affiliates and their respective officers, directors, managers, employees, agents, successors and assignees (collectively, the “Buyer Indemnified Parties”) against, and agrees to hold each of them harmless from, any and all Damages (whether involving a Third Party Claim or a claim solely between the parties hereto), incurred or suffered by the Buyer Indemnified Parties to the extent arising out of, with respect to or by reason of:
Indemnification of Buyer Indemnified Parties. From and following the Closing and subject to the limitations contained in this Article VIII, each of Buyer, the Surviving Company and their respective officers, directors, employees, agents, Affiliates, successors and assigns (each a “Buyer Indemnified Party” and, together, the “Buyer Indemnified Parties”) shall be indemnified and held harmless by the Securityholders, severally and not jointly, from and against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses (individually a “Loss” and, collectively, “Losses”) incurred by the Buyer Indemnified Parties arising out of or resulting from:
Indemnification of Buyer Indemnified Parties. Subject to the applicable provisions of Section 6.4, the Seller will indemnify in full the Buyer and each of Buyer’s Affiliates, together with their respective officers, directors, employees and agents (collectively, the “Buyer Indemnified Parties”), and hold them harmless from and against, any and all Losses which they or any of them may suffer or incur, directly or indirectly, regardless of when suffered or incurred and whether or not involving a claim by a Third Party, which arise from or relate to:
